ABSOLUTE DEED OF ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS: This Deed of Assignment made and entered into this and between, 2015in Gity by DABAWENYO MINERALS CORPORATION, a company incorporsted under the laws of the Philippines with principal office adcress at 57 — A Belen Road, Brgy. Vicente Hizon Sr., Lanang, Davao City represented herein by its Chairman-CEO MR.SAID J, SAYRE hereinafter referred to as the FIRST PARTY. And YULAGA OIL EXPLORATION CORPORATION, a company doing business in the Philippines with business address at Suite 303 Diplomat Condominium, Roces Blvd Comer Russel St, Pasay City. Philippines, requested herein by its Group Chairman MR. ABRAHAM H. PARK and President MR. LAURENCIO C. YULAGA hereinatier referred to as the SECOND PARTY. Winessoth WHEREAS, the FIRST PARTY is the legitimate owner / holder of Mineral Production Sharing Agreement (MPSA) No. 251-A-2007-XI dates July 28, 2007 over its ares consisting of Five Thousand Nine Hundred Six point Sixty Seven (5,906.67 has.) property more or less, situated jn the Municipality of ‘Tarragona and City of Mati, Davao Oriental, hereby agrees with the SECOND PARTY for the execution of an ABSOLUTE DEED OF ASSIGNMENT. NOW THEREFORE, for and in consideration of the amount of the Philippine Currency FIFTEEN {Php 15,000,000.00) Million Pesos to be deposited on the FIRST PARTY designated bank ‘Account with receipt hereof is confessed and acknowledged to his full end complete Satisfaction and ASSIGNS, in a manner absolute, the aforementioned mineral property in favor of the SECOND PARTY, fres from all liens and encumbrances and subject however to the following terms and conditions 3 follows: 1. TECHNICAL DESCRIPTION e155 % 4 “a1 oor 817 09" ies 7 $26" 17 00" 7 a ao‘That the SECOND PARTY shall work for the approval by the HON. Secretary of the Department of Environment and Natural Resources (DENA), this Absolute Deed of Assignment covering @ total area of 5,906.67 hectares the transfer of the MPSA to the SECOND PARTY at its own expense ‘That after the signing of this Absolute Dead of Assignment covering the 8, 906.67 hectares of the MPSA area, any intemal confict within the FIRST PARTY, Stock Holders and Board of Directors arising out of this Assignment shall not affect or shall not render this Deed of Assignment null and void. Furthermore, this is the FIRST PARTY sole obligation and responsibilty ‘That any controversy or claim arising out of or relating to this contract of any alleged breach thereof shall be seitied by Arbitration in courts of Davao City, Philippines. if the validity of the arbitration clause or the jurisdiction of Arbitration Court is contested by one or the other party, the Arbitration Court shall be competent to make a final decision conceming the said issue; ‘That the PARTIES agree and undertake (0 keep all information regarding the business, ‘operations, affairs or financial conditon of the other PARTY obtained from each other in ‘connection with the negotiations and preparation of this Deed of Assignment and the subsequent ‘agreements io be entered inio, strictly confidential, and not to disclose the same to any third party except to the extent it is obliged by law or herealter becomes lawfully obtainable from other sources, or ifit is agreed in writing by the PARTIES. This confidentiality obligation is valid ‘and binding for a penod until the Secretary of the DENR approves the ABSOLUTE DEED OF ASSIGNMENT entered into by ihe PARTIES; Furthermore, this Confidentiality Clause shail bind ‘both parties to the extent that disclosure hereof whether witingly or unwittingly shall accrue to the Erring Party the obligation to shoulder subsequent damages, payables or expenses as a result thereon; ‘That all the terms and conditions expressly provided in the MPSA Contract issued to the FIRST PARTY, the rules and regulations of the Mines and Geosciences Bureau, the Department of Environment end Natural Resources, the Provision of RA 7942 otherwise known as the Mining Act of 1995 and its revised implementing rules and regulations, the requirements of the Local Goverment Units (LGU) as well as the provisions of the Indigenous People's Rights, Act (IPRA Law) RA 8173 on the one (1%) percent share of Indigenous Paople (IP's) Tribal Council inciuding job prionties therein shall also be observed and complied with by the SECOND PARTY. ‘The SECOND PARTY shall honor and comply with the Memorandum of Agreement entered by the FIRST PARTY and the Tribal Council of Tagbinonga and Don Salvador as document and notanzed by Notary Public RONALD C. VALLES on March 24, 1998 par Document No. 386. Page No, 60, Book No. 7 and Series of 1996, said document attached herewith as Annex A. IN WITNESS WHEREOF, we have hereunto set cur hands this, 2015 at City, Philippines DABAWENYO MINERALS CORP. YULAGA EXPLORATION CORP. SAID J. SAYRE. ABRAHAM H.PARK — LAURENGIOC. YULAGA ‘Chairman = CEO. (Group Chairman President Signed in the Presence of:ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES } CITY OF. Jas. BEFORE ME, 2 Notary Public for and in the City of. Philippines this 2015 personally appeared. Name Passporv0TO No. Place and Date of Issue ‘SAID J. SAYRE (EB4268290 Dee, 14, 2011, Davao City ABRAHAM H. PARK LAURENCIO C. YULAGA ‘Who presented to me the same persons who executed the foregoing instrument and they acknowledged to me thal the same (s their own ree and voluntanly act and deed, This is to certify that, this instrument consist of three (3) pages containing this acknowledgement with the instrumental witnesses. WITNESS MY HAND AND SEAL, on the date and piace first above writen. NOTARY PUBLIC